#Canada #H.I.G. Capital #Acquisition #Toronto #Converge

Converge Technology Solutions Amends Agreement with H.I.G. Capital

On April 1, 2025, Converge Technology Solutions Corp. made a significant announcement regarding its arrangement agreement with H.I.G. Capital. Originally signed on February 6, 2025, this agreement involved H.I.G. aiming to acquire all worth of Converge's common shares. In light of evolving market conditions and shareholder interests, Converge has now amended this agreement, increasing the cash compensation offered to shareholders from CAD 5.50 to CAD 6.00 per share.

Background of the Arrangement

The initial arrangement drew interest when a credible third party submitted an unsolicited proposal to acquire Converge shares for CAD 6.00 on March 7, 2025. In accordance with its fiduciary duties, Converge's board of directors, along with its special committee of independent directors and legal advisors, deliberated on this proposal, which they categorized as a prospective superior proposal.

However, on March 25, H.I.G. raised concerns by initiating legal proceedings in the Ontario Superior Court, asserting that Converge violated the arrangement agreement through its discussions with the third party. The court placed a prohibition on public disclosure regarding this litigation, allowing for only a limited understanding of the unfolding events.

The New Proposal and Court Developments

By March 31, not only did the third party reaffirm its proposal with a binding commitment at the originally suggested price of CAD 6.00 per share, but they also modified their offer to CAD 6.10 shortly before the board made its decision to accept H.I.G.'s amended agreement. After evaluating these developments, the board, having abstentions from conflicted directors, unanimously concluded that proceeding with the updated arrangement was in the company’s best interest. The new terms promised immediate clarity for shareholders with assurances of a completed transaction on a remarkably short timeline.

One of the decisive factors behind this decision was the assurance it brought to stakeholders, including employees, customers, and vendors, focusing on the long-term resilience of the business amidst changing market dynamics.

Future Prospects and Shareholder Meeting

As part of this amended arrangement, both Converge and H.I.G. have opted to discontinue the court proceedings that were originally brought forth. This strategic move not only simplifies current challenges but also marks the beginning of a transitional phase for Converge as it gears up for an upcoming shareholder meeting. On April 10, 2025, Converge intends to hold this special meeting virtually to finalize the arrangement resolutions with shareholders.

The ongoing developments expose the intricate dynamics of business acquisitions and market reactions. Shareholders who were registered as of March 10, 2025, will have the opportunity to vote on this significant resolution. With the expected finalization of this arrangement set for around April 17, 2025, the broader implications of these changes will soon unfold.

About Converge

Converge Technology Solutions is transforming how organizations perceive IT, focusing on tailored solutions designed to address human-centric challenges since its inception in 2017. The company prides itself on delivering advanced analytics, artificial intelligence, cybersecurity, and digital infrastructure solutions that enable organizations to innovate and streamline operations effectively. Through its commitment to serving its varied clientele, Converge emphasizes the significance of aligning individual solutions with business goals, making it a leader in IT cloud solutions.

In a sector characterized by rapid shifts, the company continues to elevate its position, enabling transformative outcomes as it embraces innovative strategies in technology. For further insights into Converge’s offerings and vision, visit convergetp.com.

Conclusion

The amended agreement between Converge and H.I.G. Capital illustrates an evolving landscape in corporate acquisitions, marked by competing interests and swift adaptations. The next few weeks will prove crucial as stakeholders and investors alike await the outcome of the upcoming vote and contemplate the implications for Converge's strategic direction.